UBS 43rd Annual Global Media and Communications Conference December 7, 2015
FORWARD LOOKING STATEMENTS & SAFE HARBOR
This document contains forward-looking statements. You can generally identify forward-looking statements by the use of forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “explore,” “evaluate,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” or “will,” or the negative thereof or other variations thereon or comparable terminology. These forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond Media General, Meredith and Meredith Media General's control.
Statements in this document regarding Media General, Meredith and the combined company that are forward-looking, including projections as to the anticipated benefits of the proposed transaction, the methods that will be used to finance the transaction, the impact of the transaction on anticipated financial results, the synergies from the proposed transaction, and the closing date for the proposed transaction, are based on management’s estimates, assumptions and projections, and are subject to significant uncertainties and other factors, many of which are beyond the control of Media General and Meredith. In particular, projected financial information for the combined company is based on management’s estimates, assumptions and projections and has not been prepared in conformance with the applicable accounting requirements of Regulation S-X relating to pro forma financial information, and the required pro forma adjustments have not been applied and are not reflected therein. None of this information should be considered in isolation from, or as a substitute for, the historical financial statements of Media General or Meredith. Important risk factors could cause actual future results and other future events to differ materially from those currently estimated by management, including, but not limited to: the timing to consummate the proposed transaction; the risk that a condition to closing of the proposed transaction may not be satisfied and the transaction may not close; the risk that a regulatory approval that may be required for the proposed transaction is delayed, is not obtained or is obtained subject to conditions that are not anticipated; the combined company’s ability to achieve the synergies and value creation contemplated by the proposed transaction; management’s ability to promptly and effectively integrate the businesses of the two companies; the diversion of management time on transaction-related issues; change in national and regional economic conditions, the competitiveness of political races and voter initiatives, pricing fluctuations in local and national advertising, future regulatory actions and conditions in the television stations’ operating areas, competition from others in the broadcast television markets served by Media General and Meredith, volatility in programming costs, the effects of governmental regulation of broadcasting, industry consolidation, technological developments and major world news events.
For more discussion of important risk factors that may materially affect Media General, Meredith and Meredith Media General, please see the risk factors contained in Media General's Annual Report on Form 10-K for its fiscal year ended December 31, 2014 and Meredith's Annual Report on Form 10-K for its fiscal year ended June 30, 2015, both of which are on file with the SEC. You should also read Meredith's and Media General's Quarterly Report on Form 10-Q for the quarter ended September 30, 2015. Except as specifically noted, information on, or accessible from, any website to which this website contains a hyperlink is not incorporated by reference into this website and does not constitute a part of this website.
No assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do occur, what impact they will have on the results of operations, financial condition or cash flows of Media General, Meredith or the combined company. None of Media General, Meredith nor Meredith Media General assumes any duty to update or revise forward-looking statements, whether as a result of new information, future events or otherwise, as of any future date.
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No Offer or Solicitation
This communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication is not a solicitation of a proxy from any shareholder of Media General, Inc. (“Media General”) or MeredithCorporation (“Meredith”). In connection with the Agreement and Plan of Merger by and among Media General, Montage New Holdco, Inc. (to be renamed Meredith Media General Corporation after closing) (“Meredith Media General”), Meredith and the other parties thereto (the “Merger”), Media General, Meredith Media General and Meredith intend to file relevant materials with the Securities and Exchange Commission ("SEC"), including a Registration Statement on Form S-4 filed by Meredith Media General that will contain a joint proxy statement/prospectus. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THESE MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MEDIA GENERAL, MEREDITH, MEREDITH MEDIA GENERAL AND THE MERGER. The Form S-4, including the joint proxy statement/prospectus, and other relevant materials (when they become available), and any other documents filed by Media General, Meredith and Meredith Media General with the SEC, may be obtained free of charge at the SEC’s web site at www.sec.gov. The documents filed by Media General and Meredith Media General may also be obtained for free from Media General’s Investor Relations web site (http://www.mediageneral.com/investor/index.htm) or by directing a request to Media General’s Investor Relations contact, Courtney Guertin, Director of Marketing & Communications, at 401-457-9501. The documents filed by Meredith may also be obtained for free from Meredith’s Investor Relations web site (http://ir.meredith.com) or by directing a request to Meredith’s Shareholder/Financial Analyst contact, Mike Lovell, Director of Investor Relations, at 515-284-3622.
PARTICIPANTS IN THE SOLICITATION
Media General and Meredith and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from the security holders of either Media General or Meredith in connection with the Merger. Informationabout Media General’s directors and executive officers is available in Media General’s definitive proxy statement, dated March 13, 2015, for its 2015 annual meeting of shareholders. Information about Meredith’s directors and executive officers is available inMeredith’s definitive proxy statement, dated September 26, 2014, for its 2014 annual meeting of shareholders. Other information regarding the participants and description of their direct and indirect interests, by security holdings or otherwise, will becontained in the Form S-4 and the joint proxy statement/prospectus regarding the Merger that Meredith Media General will file with the SEC when it becomes available.
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Strong Investment ThesisToday’s Agenda
Meredith Overview
National Media Group Strategies
Putting it Together: Case Study
Local Media Group Strategies
Current events
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Meredith at a Glance
National MediaRevenue: $1.1B
EBITDA: $150M
Local MediaRevenue: $550M
EBITDA: $200M
Figures represent actual results for fiscal year ended June 30, 2015
WORKING YOUWSM V -TV WSM V-DT NASHVILL E
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A Year of Accomplishments
Record broadcast revenue and EBITDA
Successful integration of 4 additional television stations
Rapid growth in digital, mobile, video and social platforms
Expanded scale with Martha Stewart, Shape media brands; entered wedding category and added ad tech platforms
Grew dividend for 22nd straight year
Agreement with Media General to create powerful multiplatform and diversified media company
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Strong Investment ThesisToday’s Agenda
Meredith Overview
National Media Group Strategies
Putting it Together: Case Study
Local Media Group Strategies
Current events
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INGREDIENTS FOR Something
Special
National Media Group FootprintReaches 100 Million Unduplicated American Women Monthly
70 Million Unique Visitors | More than 60% of Millennial Women
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YOUNG WOMEN YOUNG FAMILIES ESTABLISHED FAMILIES WOMEN OF WORTHNEW NESTERS
Growing Audience Engagement Across Platforms
50
75
100
125
150
175
200
2009 2010 2011 2012 2013 2014 2015
Audie
nce (
in m
illions)
Online
Mobile 25% of audience
15% of audience
60% of audience
Digital is adding to Meredith’s total audience, and is not cannibalizing print
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Digital Advertising Revenue Growing as Percent of Total
5%
29%
Digital is an Increasing Piece of Total Ad Share
FY-07 FY-11 FY-15 1H-16
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Drive audience growth and engagement across platforms
Protect and grow share of advertising revenues
Increase revenue and profit contribution from circulation
Leverage and strengthen brand licensing
Maximize Meredith Xcelerated Marketing
Strengthen portfolio through investment and acquisitions
Accelerate digital platform growth
National Media Group Strategies
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National Media Group Digital Strategies
Develop best-in-class branded content and products
Increase audience engagement across platforms
Leverage data to improve ROI and consumer experience
Strengthen advertising pricing and revenue mix
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Engaged and Growing Audience of 70 Million
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Develop Best-in-Class Branded Experiences
• Improved User Experience
• Improved Natural Search Ranking
• Updated Ad Placements
• Modernized Look & Feel
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Leveraging Data to Improve ROI
• We focus on women at scale:― 100 million consumers― 70 million unique visitors
• 1st party data is based on direct behavioral engagement
• We operate across platforms
• Data is our DNA― Team of expert data analysts― Identify trends and consumer intent― Used to find, inform and reach
consumers throughout purchase path
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Strengthening Advertising Pricing and Revenue Mix
Enterp
VIDEO LAPTOP / DESKTOP MOBILE
PREMIUMPERFORMANCE
PREMIUM CONTEXTUAL &
AUDIENCE TARGETED
RUN OF NETWORK
REMNANT
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Strong Investment ThesisToday’s Agenda
Meredith Overview
National Media Group Strategies
Putting it Together: Case Study
Local Media Group Strategies
Current events
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world’s largest digital
food brand
leading destination for active moms
largest magazine media
brand
The Trusted Experts For 100 Million WomenMeredith brands offer guidance at every life stage and across her passions.
#1 in active-lifestyle,
millennial women
America’s favorite
hostess
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Organic Brand AlignmentMeredith is best positioned to connect marketers with their target audience
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baby health food lifestyle
IDEATE CREATE FILTER DISTRIBUTE VALIDATE
Meredith’s Content EcosystemAn end-to-end solution for brand and agency partners
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Understanding She Is Always OnOur content creators understand her journey: From day-to-day at every life stage
IDEATE CREATE
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Meredith can filter your brand’s program through our audience segments to more precisely reach the right consumers; eliminate waste and maximize return
Audience Targeting
> Millennial Moms
> Pregnant Women
> Parents w/ kids 0-2
> Parents w/ toddlers
> Babies R Us Shoppers
> Baby Product Shoppers
> Haute (New) Mamas
MEREDITH REACHES MORE
MOMS THAN ANY OTHER MEDIA
COMPANY
Ours is the largest U.S. media database with 100MM consumers and 800 data points per person
FILTER
Client
targeting mothers
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Assets Created With Distribution In Mind
native bloggers video rich media
& display
shopper
Comprehensive portfolio distributes assets in a variety of formats across all platforms
EMAILSOCIAL MOBILECLIENT OWNED &
OPERATEDDESKTOP PRINT
DISTRIBUTE
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Meredith Pioneered an Industry Standard
VALIDATE
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Meredith media outperforms portals/ad networks and premium digital
*ROI: For every dollar spent with Meredith, the advertised brand received an incremental $X in sales vs. the control.
Portals/ad networks includes: AOL, MSN, Yahoo; 5-year average
Source: NCS/Nielsen, Meredith studies 2011-2015; Digital 2005-2015
ROI¹
vs. Portals/Ad Networks
Meredith Magazines $7.45 +188%
Meredith Digital $7.35 +184%
Portals/Ad Networks $2.59 ―
Premium Digital $2.89 +12%(non-Magazine Brand)
Strong Investment ThesisToday’s Agenda
Meredith Overview
National Media Group Strategies
Putting it Together: Case Study
Local Media Group Strategies
Current events
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Local Media Group FootprintStrong Portfolio in Large and Mid-Size Markets
Station Market
Market Rank
NetworkAffiliation
Atlanta 9 CBS
Atlanta 9 IND
Phoenix 12 CBS
Phoenix 12 IND
St. Louis 21 CBS
Portland 24 FOX
Portland 24 MyTV
Nashville 29 NBC
Hartford 30 CBS
Kansas City 33 CBS
Kansas City 33
Greenville 37 FOX
MyTV
Las Vegas 40 FOX
Mobile 58 FOX
Flint 71 CBS
Springfield 116 CBS
Springfield 116 ABC
Springfield 116 FOX
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Local Media Growth Strategies
Own #1 or #2 rated stations in our markets
Grow non-political and political advertising revenues
Protect and grow retransmission revenues
Expand mobile and other digital platforms
Maximize shareholder value in spectrum auction
Continue to add strong stations in fast-growing markets
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Non-Political EBITDAPolitical Other
FY2011 FY2013 FY2015
$322$376
$534
$112
EBITDA Margin:
$150$206
40% 39%
Strong Revenue & EBITDA Growth
35%
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EBITDA CAGR: 16%
REVENUE CAGR: 13%
$ in millions
Track Record of Successful Station Acquisitions
Powerful station that produces most news in Arizona
Phoenix: Market 12
St. Louis: Market 21
CBS affiliate with highly-ranked newscasts
ABC and Fox affiliates strengthens competitive position
Springfield, MA
Fox affiliate in fast-growing region
Mobile: Market 59
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Our Stations are in Large, Fast-Growing Markets
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2
1
0
HH in the DMA (M)
Las
Veg
as
0.7
Gre
envl
le
Kan
sas
Cit
y
Har
tfo
rd
Nas
hvi
lle
Po
rtla
nd
St. L
ou
is
Ph
oen
ix
Atl
anta
2.4
Flin
t
Mo
bile
0.5
DMA #1-50
DMA #51-100
DMA #101+
Avg Ad Rev / Station: $45M
Avg Ad Rev / Station: $19M
Spri
ngf
ield
0.25Avg Ad Rev / Station: $12M
Source: SNL Data 30
Television Advertising Performance vs. Industry
Calendar Meredith IndustryMeredith vs.
Industry(Pct. Pts.)
2012* 13% 15% (2)
2013 (11)% (13)% +2
2014* 11% 8% +3
2015 (9 months) (4)% (6)% +2
Year-over-year change; Total ad revenues
Source: Television Bureau of Advertising; * Political Year 31
40%
HartfordSpringfield
(CBS) + (FOX)
St. Louis(CBS)
AtlantaPhoenix
Kansas CitySaginaw
(CBS)
Las VegasPortland
GreenvilleMobile(FOX)
Fiscal2019
MVPD Renewal Schedule
Affiliation Renewal Schedule
Nashville(NBC)
Increasing Retransmission Revenue and Contribution
Fiscal2017
Fiscal2018
Fiscal2016
40% 20%
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Strong Investment ThesisToday’s Agenda
Meredith Overview
National Media Group Strategies
Putting it Together: Case Study
Local Media Group Strategies
Current events
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Total company revenues up low-single digits
Local Media Group non-political advertising revenues up high-single digits
National Media Group advertising revenues up more than 15 percent
Fiscal 2016 Second Quarter
Second Quarter: $0.75 to $0.80
Full Year: $2.90 to $3.25¹(Established July 30, 2015)
Key Assumptions:
Earnings per share:
(1) Excludes special items34
The New Meredith Media General
Local Broadcaster of Scale
National Multiplatform Media Brands
Top Digital Operator
A powerful multiplatform and diversified media company
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• A powerful competitor in the media industry with $3 billion in revenues, over $920 million of EBITDA, and at least $1 billion in pro-forma cumulative free cash flow in the first two calendar years post-closing.
• At least $85 million of verified synergies, which could climb even higher as the two companies move forward with integration activities.
• More than 80 television stations across 54 markets that reach 34 million U.S. TV households. These high-quality local broadcast assets will include 25 Big Four network-affiliated TV stations in the Top 50 DMAs, making Meredith Media General the largest owner of Big Four stations in Top 50 markets.
• Powerful digital platform reaching more than 200 million monthly unique visitors via a combination of leading national and local consumer sites and business-to-business digital capabilities in key growth sectors such as content, mobile, social, video and native advertising.
• Leading multiplatform national media brands with a top female reach of 100 million unduplicated American women and over 60 percent of U.S. Millennial women across multiple platforms including print, digital, mobile, video and brand licensing. It will also possess a profitable marketing services business.
Meredith Media General Strategic Rationale
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Meredith Media General Positioned for Growth
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Meredith Media General’s 30 percent TV household reach provides for further expansion in the television space, as it is well below the government-mandated 39 percent ownership cap.
Meredith Media General will possess a powerful digital business, with projected first-year revenues of approximately $500 million and tremendous growth potential. Meredith has an established and profitable digital business and is well-positioned to maximize opportunities inherent in Media General’s current digital activities.
• Meredith Media General will build on Meredith’s success in generating revenues not dependent on advertising via its high-margin brand licensing and its nationally recognized and profitable marketingservices businesses.
Meredith Media General Merger Update
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Meredith understands Media General Board’s fiduciary responsibility to respond to the unsolicited Nexstar proposal consistent with our binding merger agreement. Meredith still remains confident that the combination of Meredith and Media General will generate superior shareholder value – over both the near- and long-term – as compared to a potential Nexstar transaction.
It is important to remember that:
― Our binding agreement to merge with Media General remains in place with fully-committed financing of $2.8 billion
― We are making significant progress on achieving key regulatory approvals needed to complete the transaction
― Our joint integration work has already identified additional synergies
― Meredith and Media General Boards of Directors continue to recommend the Meredith-Media General transaction
Under the terms of our binding merger agreement, Meredith will have the opportunity to review – and propose an alternative superior proposal – to a potential agreement Media General might reach with a third-party.
UBS 43rd Annual Global Media and Communications Conference December 7, 2015